Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SCANA Corporation
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(Exact name of registrant as specified in its charter)
South Carolina
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(State or other jurisdiction of incorporation or organization)
57-0784499
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(I.R.S. employer identification number)
1426 Main Street, Columbia, South Carolina 29201
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(Address of principal executive offices) (Zip code)
SCANA Corporation Long-Term Equity Compensation Plan
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(Full title of the plan)
H. Thomas Arthur
Senior Vice President, General Counsel and Assistant Secretary
SCANA Corporation
1426 Main Street, Columbia, South Carolina 29201
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(Name and address of agent for service)
(803) 217-8547
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(Telephone number, including area code, of agent for service)
Copy To:
Elizabeth B. Anders
McNair Law Firm, P.A.
1301 Gervais Street
17th Floor
Columbia, SC 29201
(803) 799-9800
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to to be price offering registration
be registered registered (1) per share (2) price (2) fee (2)
Common Stock
no par value 5,000,000 shares $26.00 $130,000,000 $34,320
(1) Together with an indeterminable number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant
to such plan as the result of any future stock split, stock dividend or
similar adjustment of the registrant's common stock.
(2) Estimated pursuant to Rule 457(h) under the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee
based on the average of the high and low prices for the Common Stock of
SCANA Corporation (the "Company") as reported on the New York Stock
Exchange, Inc. Composite Transactions Reporting System on May 17, 2000.
<PAGE>
Part II
Item 3. Incorporation of Documents by Reference
This Registration Statement on Form S-8 hereby incorporates the following
documents which are not presented herein:
1) Annual Report of the Company on Form 10-K for the year ended
December 31, 1999, as amended; 2) Quarterly Report on Form 10-Q for
the quarter ended March 31, 2000; and 3) The Registration Statement
for Common Stock of the Company under the Exchange Act on Form 8-B
dated November 7, 1984, as amended May 26, 1995.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not Applicable
Item 5. Interests of Named Experts and Counsel.
At April 30, 2000, H. Thomas Arthur, Esquire, who is Senior Vice President,
General Counsel and Assistant Secretary, and a full-time employee of the
Company, owned beneficially 12,124 shares of the Company's Common Stock,
including shares acquired by the trustee under the Company's Stock Purchase
Savings Plan by use of contributions made by Mr. Arthur and earnings thereon,
and including shares purchased by the trustee by use of Company contributions
and earnings thereon.
<PAGE>
Item 6. Indemnification of Directors and Officers
The South Carolina Business Corporation Act of 1988 and the Registrant's
By-Laws provide for indemnification of the Registrant's directors and officers
in a variety of circumstances, which may include indemnification for liabilities
under the Securities Act of 1933, as amended (the "Securities Act"). Under
Sections 33-8-510, 33-8-550 and 33-8-560 of the South Carolina Business
Corporation Act of 1988, as amended, a South Carolina corporation is authorized
generally to indemnify its directors and officers in civil or criminal actions
if they acted in good faith and reasonably believed their conduct to be in the
best interests of the corporation and, in the case of criminal actions, had no
reasonable cause to believe that the conduct was unlawful. The Registrant's
By-Laws require indemnification of directors and officers with respect to
expenses actually and necessarily incurred by them in connection with the
defense or settlement of any action, suit or proceeding in which they are made
parties by reason of having been a director or officer, except in relation to
matters as to which they shall be adjudged to be liable for willful misconduct
in the performance of duty and to such matters as shall be settled by agreement
predicated on the existence of such liability. The Long Term Equity Compensation
Plan (the "Plan") also provides for the registrant to indemnify directors and
committee members in connection with actions taken or failure to act under the
Plan and amounts paid in settlement thereof or in satisfaction of any judgement
thereon. In addition, the Registrant carries insurance on behalf of directors,
officers, employees or agents that may cover liabilities under the Securities
Act. Finally, as permitted by Section 33-2-102 of the South Carolina Business
Corporation Act of 1988, the Registrant's Restated Articles of Incorporation
provide that no director of the Company shall be liable to the Company or its
shareholders for monetary damages for breach of his fiduciary duty as a director
occurring after April 26, 1989, except for (i) any breach of the director's duty
of loyalty to the Registrant or its shareholders, (ii) acts or omissions not in
good faith or which involve gross negligence, intentional misconduct or a
knowing violation of law, (iii) certain unlawful distributions or (iv) any
transaction from which the director derived an improper personal benefit.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits
Exhibits required to be filed with this Registration Statement are listed in
the Exhibit Index following the signature pages. Certain of such exhibits which
have heretofore been filed with the Securities and Exchange Commission and which
are designated by reference to their exhibit numbers in prior filings are hereby
incorporated herein by reference and made a part hereof.
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(A) To include any prospectus required by Section 10(a) (3) of the
Securities Act of 1933;
(B) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement; and
(C) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
PROVIDED, HOWEVER, that clauses (1)(A) and (1)(B) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a post-effective amendment by those clauses is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15 (d) of the Securities Exchange
Act of 1934 that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
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(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Columbia, State of South Carolina, on this 19th
day of May 2000.
(REGISTRANT) SCANA Corporation
By: s/W. B. Timmerman
(Name & Title): W. B. Timmerman, Chairman of the Board,
Chief Executive Officer, President and Director
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
(i) Principal executive officer:
By: s/W. B. Timmerman
(Name & Title): W. B. Timmerman, Chairman of the Board,
Chief Executive Officer, President and Director
Date: May 19, 2000
(ii) Principal financial officer:
By: s/K. B. Marsh
(Name & Title): K. B. Marsh, Senior Vice President -Finance and
Chief Financial Officer
Date: May 19, 2000
(iii) Other Directors:
* B. L. Amick, J. A. Bennett, W. B. Bookhart, Jr., W. C. Burkhardt; H. M.
Chapman, E. T. Freeman, L. M. Gressette, Jr., D. M. Hagood, W. Hayne Hipp, L. M.
Miller, J. L. Skolds, M. K. Sloan, H. L. Stowe; G. S. York; C. E. Zeigler, Jr.
* Signed on behalf of each of these persons:
s/K. B. Marsh
K. B. Marsh
(Attorney-in-Fact)
Directors who did not sign:
J. L. Skolds
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EXHIBIT INDEX
Exhibit Description
No.
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4.01 Restated Articles of Incorporation of SCANA as adopted on April
26, 1989 (Filed as Exhibit 3-A to Registration Statement No.
33-49145)
4.02 Articles of Amendment of SCANA, dated April 27, 1995 (Filed as
Exhibit 4-B to Registration Statement No. 33-62421)
4.03 By-Laws of SCANA as revised and amended through February 22,
2000 (Filed as Exhibit 3.19 to Form 10-K for the year ended
December 31, 1999)
4.04 SCANA Corporation Long-Term Equity Compensation Plan
(Filed herewith on page 8)
5.01 Opinion Re Legality (Filed herewith on page 26)
15.01 Letter re unaudited interim financial information
Not Applicable
23.01 Consents of Independent Auditors' and Counsel
(a) Consent of Deloitte & Touche LLP (Filed herewith on page 27)
(b) Consent of H. Thomas Arthur (Included in his opinion in
Exhibit 5.01)
24.01 Power of Attorney (Filed herewith on page 28)
99.01 Additional Exhibits
Not Applicable
Exhibit 4.04
SCANA CORPORATION
LONG-TERM EQUITY COMPENSATION PLAN
SCANA Corporation
January 2000
<PAGE>
Contents
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Article 1. Establishment, Objectives, and Duration 10
Article 2. Definitions 10
Article 3. Administration 14
Article 4. Shares Subject to the Plan and Maximum Awards 14
Article 5. Eligibility and Participation 15
Article 6. Stock Options 16
Article 7. Stock Appreciation Rights 17
Article 8. Restricted Stock 19
Article 9. Performance Units and Performance Shares 20
Article 10. Performance Measures 21
Article 11. Beneficiary Designation 22
Article 12. Deferrals 22
Article 13. Rights of Employees/Directors 22
Article 14. Change in Control 22
Article 15. Amendment, Modification, and Termination 23
Article 16. Withholding 23
Article 17. Indemnification 24
Article 18. Successors 24
Article 19. Legal Construction 24
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SCANA Corporation Long-Term Equity Compensation Plan
Article 1. Establishment, Objectives, and Duration
1.1 Establishment of the Plan. SCANA Corporation, a South Carolina
corporation (hereinafter referred to as "SCANA"), hereby establishes an
incentive compensation plan to be known as the "SCANA Corporation Long-Term
Equity Compensation Plan" (hereinafter referred to as the "Plan"), as set forth
in this document. The Plan permits the grant of Nonqualified Stock Options,
Incentive Stock Options, Stock Appreciation Rights, Restricted Stock,
Performance Shares, and Performance Units.
Subject to approval by SCANA's stockholders, the Plan shall become
effective as of January 1, 2000 (the "Effective Date") and shall remain in
effect as provided in Section 1.3 hereof. Any Awards which are made under the
Plan prior to its approval by SCANA's stockholders are expressly contingent upon
such approval and shall become null and void in the event such approval is not
obtained.
1.2 Objectives of the Plan. The objectives of the Plan are to optimize the
profitability and growth of the Company through long-term incentives which are
consistent with the Company's goals and which link the personal interests of
Participants to those of SCANA's stockholders; to provide Participants with an
incentive for excellence in individual performance; and to promote teamwork
among Participants.
The Plan is further intended to provide flexibility to the Company in its
ability to motivate, attract, and retain the services of Participants who make
significant contributions to the Company's success and to allow Participants to
share in the success of the Company.
1.3 Duration of the Plan. The Plan shall commence on the Effective Date,
as described in Section 1.1 hereof, and shall remain in effect, subject to the
right of the Committee to amend or terminate the Plan at any time pursuant to
Article 15 hereof, until all Shares subject to it shall have been purchased or
acquired according to the Plan's provisions. However, in no event may an Award
be granted under the Plan more than ten (10) years after the Effective Date of
the Plan.
Article 2. Definitions
Whenever used in the Plan, the following terms shall have the meanings set
forth below, and when the meaning is intended, the initial letter of the word
shall be capitalized:
2.1 "Award" means, individually or collectively, a grant under this
Plan of Nonqualified Stock Options, Incentive Stock Options, Stock
Appreciation Rights, Restricted Stock, Performance Shares or
Performance Units.
2.2 "Award Agreement" means an agreement entered into by SCANA and
each Participant setting forth the terms and provisions applicable
to Awards granted under this Plan.
2.3 "Beneficial Owner" or "Beneficial Ownership" shall have the
meaning ascribed to such term in Rule 13d-3 of the General
Rules and Regulations under the Exchange Act.
2.4 "Board" or "Board of Directors" means the Board of Directors of
SCANA.
2.5 "Change in Control" means a change in control of SCANA of a nature
that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Exchange Act,
whether or not SCANA is then subject to such reporting
requirement; provided that, without limitation, such a Change in
Control shall be deemed to have occurred if:
(a) Any Person is or becomes the Beneficial Owner, directly or
indirectly, of twenty-five percent (25%) or more of the
combined voting power of the outstanding shares of capital
stock of SCANA;
(b) During any period of two (2) consecutive years (not
including any period prior to December 18, 1996) there
shall cease to be a majority of the Board comprised as
follows: individuals who at the beginning of such period
constitute the Board and any new director(s) whose election
by the Board or nomination for election by SCANA's
stockholders was approved by a vote of at least two-thirds
(2/3) of the directors then still in office who either were
directors at the beginning of the period or whose election
or nomination for election was previously so approved;
(c) The issuance of an Order by the Securities and Exchange
Commission (SEC), under Section 9(a)(2) of the Public
Utility Holding Act of 1935 (the "1935 Act"), authorizing a
third party to acquire more than five percent (5%) of
SCANA's voting shares of capital stock;
(d) The shareholders of SCANA approve a merger or consolidation
of SCANA with any other corporation, other than a merger or
consolidation which would result in the voting shares of
capital stock of SCANA outstanding immediately prior
thereto continuing to represent (either by remaining
outstanding or by being converted into voting shares of
capital stock of the surviving entity) at least eighty
percent (80%) of the combined voting power of the voting
shares of capital stock of SCANA or such surviving entity
outstanding immediately after such merger or consolidation;
or the shareholders of SCANA approve a plan of complete
liquidation of SCANA or an agreement for the sale or
disposition by SCANA of all or substantially all of SCANA's
assets; or
(e) The shareholders of SCANA approve a plan of complete
liquidation, or the sale or disposition of South Carolina
Electric & Gas Company (hereinafter SCE&G), South Carolina
Pipeline Corporation, or any subsidiary of SCANA designated
by the Board of Directors as a "Material Subsidiary," but
such event shall represent a Change in Control only with
respect to a Participant who has been exclusively assigned
to SCE&G, South Carolina Pipeline Corporation, or the
affected "Material Subsidiary".
2.6 "Code" means the Internal Revenue Code of 1986, as amended from time
to time.
2.7 "Committee" means any committee appointed by the Board to
administer Awards to Employees, as specified in Article 3 herein.
Any such committee shall be comprised entirely of Directors who
satisfy the "outside director" requirements of Code Section 162(m)
and who are "Non-Employee Directors" as defined in Rule 16b-3
under the Exchange Act.
2.8 "Company" means SCANA and all of its Subsidiaries.
2.9 "Covered Employee" means a Participant who, as of the date of
vesting and/or payout of an Award, as applicable, is one of the
group of "covered employees," as defined in the regulations
promulgated under Code Section 162(m), or any successor statute.
2.10 "Director" means any individual who is a member of the Board of
Directors of SCANA; provided, however, that any Director who is
employed by the Company shall be considered an Employee under the
Plan.
2.11 "Disability" shall have the meaning ascribed to such term in the
Participant's governing long-term disability plan, or if no such
plan exists, by the Committee.
2.12 "Effective Date" shall have the meaning ascribed to such term in
Section 1.1 hereof.
2.13 "Employee" means any employee of the Company. Directors who are
employed by the Company shall be considered Employees
under this Plan.
2.14 "Eligible Employee" means an Employee who is anticipated to be a
significant contributor to the success of the Company as
determined by the Committee upon or without the recommendation of
officers of the Company.
2.15 "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, or any successor act thereto.
2.16 "Fair Market Value" shall be determined on the basis of the
opening sale price on the principal securities exchange on which
the Shares are traded or, if there is no such sale on the relevant
date, then on the last previous day on which a sale was reported.
2.17 "Freestanding SAR" means an SAR that is granted independently of
any Options, as described in Article 7 herein.
2.18 "Incentive Stock Option" or "ISO" means an option to purchase
Shares granted under Article 6 herein and which is designated as
an Incentive Stock Option and which is intended to meet the
requirements of Code Section 422.
2.19 "Nonqualified Stock Option" or "NQSO" means an option to purchase
Shares granted under Article 6 herein and which is not
intended to meet the requirements of Code Section 422.
2.20 "Option" means an Incentive Stock Option or a Nonqualified Stock
Option, as described in Article 6 herein.
2.21 "Option Price" means the price at which a Share may be purchased
by a Participant pursuant to an Option.
2.22 "Participant" means an Eligible Employee or a Director and who,
in either case, has been selected to receive an Award or
who has outstanding an Award granted under the Plan.
2.23 "Performance-Based Exception" means the performance-based
exception from the tax deductibility limitations of Code Section
162(m).
2.24 "Performance Share" means an Award granted to a Participant, as
described in Article 9 herein, that shall have an
initial value equal to the Fair Market Value of a Share on the
date of grant.
2.25 "Performance Unit" means an Award granted to a Participant, as
described in Article 9 herein, that shall have an initial
value that is established by the Committee on the date of grant.
2.26 "Period of Restriction" means the period during which the transfer
of Shares of Restricted Stock is limited in some way (based on the
passage of time, the achievement of performance goals, or the
occurrence of other events as determined by the Committee, at its
discretion), and the Shares are subject to a substantial risk of
forfeiture, as provided in Article 8 herein.
2.27 "Person" shall have the meaning ascribed to such term in Section
3(a)(9) of the Exchange Act and used in Sections 13(d)
and 14(d) thereof, including a "group" as defined in Section 13(d)
thereof.
2.28 "Restricted Stock" means an Award granted to a Participant
pursuant to Article 8 herein.
2.29 "Retirement" shall have the meaning ascribed to such term in the
SCANA Corporation Retirement Plan.
2.30 "Shares" means the shares of common stock of SCANA.
2.31 "Stock Appreciation Right" or "SAR" means an Award, granted alone
or in connection with a related Option, designated as an SAR,
pursuant to the terms of Article 7 herein.
2.32 "Subsidiary" means any corporation, partnership, joint venture, or
other entity in which SCANA has a majority voting
interest.
2.33 "Tandem SAR" means an SAR that is granted in connection with a
related Option pursuant to Article 7 herein, the exercise of which
shall require forfeiture of the right to purchase a Share under
the related Option (and when a Share is purchased under the
Option, the Tandem SAR shall similarly be canceled).
<PAGE>
Article 3. Administration
3.1 General. The Plan shall be administered by the Committee. However, the
full Board of Directors shall administer the Plan with respect to Awards granted
to Directors and, in such cases, all applicable references to the Committee in
the Plan shall be to the Board. The members of the Committee shall be appointed
from time to time by, and shall serve at the discretion of, the Board of
Directors. The Committee shall have the authority to delegate administrative
duties to officers of the Company or Directors.
3.2 Authority of the Committee. Except as limited by law or by the
Articles of Incorporation or Bylaws of SCANA, and subject to the provisions
herein, the Committee shall have full power to select Eligible Employees and
Directors who shall participate in the Plan; determine the sizes and types of
Awards; determine the terms and conditions of Awards in a manner consistent with
the Plan; construe and interpret the Plan and any agreement or instrument
entered into under the Plan; establish, amend, or waive rules and regulations
for the Plan's administration; and (subject to the provisions of Article 15
herein) amend the terms and conditions of any outstanding Award as provided in
the Plan. Further, the Committee shall make all other determinations which may
be necessary or advisable for the administration of the Plan.
3.3 Decisions Binding. All determinations and decisions made by the
Committee pursuant to the provisions of the Plan and all related orders and
resolutions of the Committee shall be final, conclusive and binding on all
persons, including SCANA, its stockholders, Directors, Eligible Employees,
Participants and their estates and beneficiaries.
Article 4. Shares Subject to the Plan and Maximum Awards
4.1 Number of Shares Available for Grants. Subject to adjustment as
provided in Section 4.2 herein, the number of Shares hereby reserved for
issuance to Participants under the Plan shall be five million (5,000,000), no
more than one million (1,000,000) of which may be granted in the form of
Restricted Stock. The following rules shall apply to grants of Awards under the
Plan:
(a) Stock Options: The maximum aggregate number of Shares that
may be granted in the form of Stock Options, pursuant to
any Award granted in any one fiscal year to any one single
Participant shall be three hundred thousand (300,000)
Shares.
(b) SARs: The maximum aggregate number of Shares that may be
granted in the form of Stock Appreciation Rights, pursuant
to any Award granted in any one fiscal year to any one
single Participant shall be three hundred thousand
(300,000) Shares.
(c) Restricted Stock: The maximum aggregate grant with respect
to Awards of Restricted Stock granted in any one fiscal
year to any one Participant shall be one hundred fifty
thousand (150,000) Shares.
(d) Performance Shares: The maximum aggregate payout
(determined as of the end of the applicable performance
period) with respect to Awards of Performance Shares
granted in any one fiscal year to any one Participant shall
be equal to the value of two hundred thousand (200,000)
Shares.
(e) Performance Units: The maximum aggregate payout (determined
as of the end of the applicable performance period) with
respect to Awards of Performance Units granted in any one
fiscal year to any one Participant shall be equal to the
value of one million dollars ($1,000,000).
4.2 Adjustments for Awards and Payouts. Unless determined otherwise by the
Committee, the following Awards and Payouts shall reduce, on a one-for-one
basis, the number of Shares available for issuance under the Plan:
(a) An Award of an Option;
(b) An Award of an SAR (except a Tandem SAR);
(c) An Award of Restricted Stock;
(d) A payout of a Performance Share Award in Shares; and
(e) A payout of a Performance Unit Award in Shares.
Unless determined otherwise by the Committee, unless a Participant has
received a benefit of ownership such as dividend or voting rights with respect
to the Award, the following transactions shall restore, on a one-for-one basis,
the number of Shares available for issuance under the Plan:
(a) A payout of an SAR, Tandem SAR, or Restricted Stock Award in the
form of cash; and
(b) A cancellation, termination, expiration, forfeiture or lapse for
any reason (with the exception of the termination of a Tandem SAR
upon exercise of the related Options, or the termination of a
related Option upon exercise of the corresponding Tandem SAR) of
any Award payable in Shares.
4.3 Adjustments in Authorized Shares. In the event of any change in
corporate capitalization, such as a stock split, or a corporate transaction,
such as any merger, consolidation, separation, including a spin-off, or other
distribution of stock or property of SCANA, any reorganization (whether or not
such reorganization comes within the definition of such term in Code Section
368) or any partial or complete liquidation of SCANA, such adjustment shall be
made in the number and class of Shares which may be delivered under Section 4.1,
in the number and class of and/or price of Shares subject to outstanding Awards
granted under the Plan, and in the Award limits set forth in Section 4.1, as may
be determined to be appropriate and equitable by the Committee, in its sole
discretion, to prevent dilution or enlargement of rights; provided, however,
that the number of Shares subject to any Award shall always be a whole number.
Article 5. Eligibility and Participation
5.1 Eligibility. Persons eligible to participate in this Plan include all
Eligible Employees and Directors. In no event, however, shall any ISOs be
granted to any person who owns more than 10% of the total combined voting power
of all classes of stock of SCANA.
5.2 Actual Participation. Subject to the provisions of the Plan, the
Committee may, from time to time, select in its sole and broad discretion, upon
or without the recommendation of officers of the Company, from all Eligible
Employees and Directors, those to whom Awards shall be granted and shall
determine the nature and amount of each Award.
Article 6. Stock Options
6.1 Grant of Options. Subject to the terms and provisions of the Plan,
Options may be granted to Participants in such number, and upon such terms, and
at any time and from time to time as shall be determined by the Committee.
6.2 Award Agreement. Each Option grant shall be evidenced by an Award
Agreement that shall specify the Option Price, the duration of the Option, the
number of Shares to which the Option pertains, and such other provisions as the
Committee shall determine. The Award Agreement also shall specify whether the
Option is intended to be an ISO within the meaning of Code Section 422, or an
NQSO whose grant is intended not to fall under the provisions of Code Section
422.
6.3 Option Price. The Option Price for each grant of an Option under this
Plan shall be at least equal to one hundred percent (100%) of the Fair Market
Value of a Share on the date the Option is granted.
6.4 Duration of Options. Each Option granted to a Participant shall expire
at such time as the Committee shall determine at the time of grant; provided,
however, that no Option shall be exercisable later than the tenth (10th)
anniversary date of its grant.
6.5 Exercise of Options. Options granted under this Article 6 shall be
exercisable at such times and be subject to such restrictions and conditions as
the Committee shall in each instance approve, which need not be the same for
each grant or for each Participant.
6.6 Payment. Options granted under this Article 6 shall be exercised by
the delivery of a written notice of exercise to SCANA, setting forth the number
of Shares with respect to which the Option is to be exercised, accompanied by
full payment for the Shares.
The Option Price upon exercise of any Option shall be payable to SCANA in
full either: (a) in cash or its equivalent, or (b) if permitted by the Award
Agreement, by tendering previously acquired Shares having an aggregate Fair
Market Value at the time of exercise equal to the total Option Price (provided
that the Shares which are tendered must have been held by the Participant for at
least six (6) months prior to their tender to satisfy the Option Price), or (c)
if permitted by the Award Agreement, by a combination of (a) and (b).
The Committee also may allow cashless exercise as permitted under the
Federal Reserve Board's Regulation T, subject to applicable securities law
restrictions, or by any other means which the Committee determines to be
consistent with the Plan's purpose and applicable law.
Subject to any governing rules or regulations, as soon as practicable
after receipt of a written notification of exercise and full payment, SCANA
shall deliver to the Participant, in the Participant's name, certificates
evidencing the number of Shares purchased under the Option(s).
6.7 Restrictions on Share Transferability. The Committee may impose such
restrictions on any Shares acquired pursuant to the exercise of an Option
granted under this Article 6 as it may deem advisable, including, without
limitation, restrictions under applicable federal securities laws, under the
requirements of any stock exchange or market upon which such Shares are then
listed and/or traded, and under any blue sky or state securities laws applicable
to such Shares.
6.8 Termination of Employment/Directorship. Each Participant's Option
Award Agreement shall set forth the extent to which the Participant shall have
the right to exercise the Option following termination of the Participant's
employment or directorship with the Company. Such provisions shall be determined
in the sole discretion of the Committee, shall be included in the Award
Agreement entered into with each Participant, need not be uniform among all
Options issued pursuant to this Article 6, and may reflect distinctions based on
the reasons for termination.
6.9 Nontransferability of Options.
(a) Incentive Stock Options No ISO granted under the Plan may be
sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution. Further, all ISOs
granted to a Participant under the Plan shall be exercisable during his or her
lifetime only by such Participant.
(b) Nonqualified Stock Options. Except as otherwise provided in a
Participant's Award Agreement, no NQSO granted under this Article 6 may be sold,
transferred, pledged, assigned or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution. Further, except as
otherwise provided in a Participant's Award Agreement, all NQSOs granted to a
Participant under this Article 6 shall be exercisable during his or her lifetime
only by such Participant.
Article 7. Stock Appreciation Rights
7.1 Grant of SARs. Subject to the terms and conditions of the Plan, SARs
may be granted to Participants at any time and from time to time as shall be
determined by the Committee. The Committee may grant Freestanding SARs, Tandem
SARs or any combination of these forms of SAR.
The Committee shall have complete discretion in determining the number of
SARs granted to each Participant (subject to Article 4 herein) and, consistent
with the provisions of the Plan, in determining the terms and conditions
pertaining to such SARs.
The grant price of a Freestanding SAR shall equal the Fair Market Value of
a Share on the date of grant of the SAR. The grant price of Tandem SARs shall
equal the Option Price of the related Option.
7.2 Exercise of Tandem SARs. Tandem SARs may be exercised for all or part
of the Shares subject to the related Option upon the surrender of the right to
exercise the equivalent portion of the related Option. A Tandem SAR may be
exercised only with respect to the Shares for which its related Option is then
exercisable.
<PAGE>
Notwithstanding any other provision of this Plan to the contrary, with
respect to a Tandem SAR granted in connection with an ISO: (i) the Tandem SAR
will expire no later than the expiration of the underlying ISO; (ii) the value
of the payout with respect to the Tandem SAR may be for no more than one hundred
percent (100%) of the difference between the Option Price of the underlying ISO
and the Fair Market Value of the Shares subject to the underlying ISO at the
time the Tandem SAR is exercised; and (iii) the Tandem SAR may be exercised only
when the Fair Market Value of the Shares subject to the ISO exceeds the Option
Price of the ISO.
7.3 Exercise of Freestanding SARs. Freestanding SARs may be exercised upon
whatever terms and conditions the Committee, in its sole discretion, imposes
upon them.
7.4 SAR Agreement. Each SAR grant shall be evidenced by an Award Agreement
that shall specify the grant price, the term of the SAR, and such other
provisions as the Committee shall determine.
7.5 Term of SARs. The term of an SAR granted under the Plan shall be
determined by the Committee, in its sole discretion; provided, however, that
such term shall not exceed ten (10) years.
7.6 Payment of SAR Amount. Upon exercise of an SAR, a Participant shall be
entitled to receive payment from the Company in an amount determined by
multiplying:
(a) The difference between the Fair Market Value of a Share on the
date of exercise over the grant price; by
(b) The number of Shares with respect to which the SAR is
exercised.
At the discretion of the Committee, the payment upon SAR exercise may be
in cash, in Shares of equivalent value, or in some combination thereof. The
Committee's determination regarding the form of SAR payout shall be set forth in
the Award Agreement pertaining to the grant of the SAR.
7.7 Termination of Employment/Directorship. Each SAR Award Agreement shall
set forth the extent to which the Participant shall have the right to exercise
the SAR following termination of the Participant's employment or directorship
with the Company. Such provisions shall be determined in the sole discretion of
the Committee, shall be included in the Award Agreement entered into with
Participants, need not be uniform among all SARs issued pursuant to the Plan,
and may reflect distinctions based on the reasons for termination.
7.8 Nontransferability of SARs. Except as otherwise provided in a
Participant's Award Agreement, no SAR granted under the Plan may be sold,
transferred, pledged, assigned or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution. Further, except as
otherwise provided in a Participant's Award Agreement, all SARs granted to a
Participant under the Plan shall be exercisable during his or her lifetime only
by such Participant.
Article 8. Restricted Stock
8.1 Grant of Restricted Stock. Subject to the terms and provisions of the
Plan, the Committee, at any time and from time to time, may grant Shares of
Restricted Stock to Participants in such amounts as the Committee shall
determine.
8.2 Restricted Stock Agreement. Each Restricted Stock grant shall be
evidenced by a Restricted Stock Award Agreement that shall specify the Period(s)
of Restriction, the number of Shares of Restricted Stock granted, and such other
provisions as the Committee shall determine.
8.3 Nontransferability. Except as provided in this Article 8, the Shares
of Restricted Stock granted herein may not be sold, transferred, pledged,
assigned or otherwise alienated or hypothecated until the end of the applicable
Period of Restriction established by the Committee and specified in the
Restricted Stock Award Agreement, or upon earlier satisfaction of any other
conditions, as specified by the Committee in its sole discretion and set forth
in the Restricted Stock Award Agreement. All rights with respect to the
Restricted Stock granted to a Participant under the Plan shall be available
during his or her lifetime only to such Participant for the Period of
Restriction.
8.4 Other Restrictions. Subject to Article 10 herein, the Committee shall
impose such other conditions and/or restrictions on any Shares of Restricted
Stock granted pursuant to the Plan as it may deem advisable including, without
limitation, a requirement that Participants pay a stipulated purchase price for
each Share of Restricted Stock, restrictions based upon the achievement of
specific performance goals (Company-wide, divisional, and/or individual),
time-based restrictions on vesting following the attainment of the performance
goals, and/or restrictions under applicable federal or state securities laws.
The Company may retain the certificates representing Shares of Restricted
Stock in the Company's possession until such time as all conditions and/or
restrictions applicable to such Shares have been satisfied.
Except as otherwise provided in this Article 8, Shares of Restricted Stock
covered by each Restricted Stock grant made under the Plan shall become freely
transferable by the Participant after the last day of the applicable Period of
Restriction.
8.5 Voting Rights. Participants holding Shares of Restricted Stock granted
hereunder may be granted the right to exercise full voting rights with respect
to those Shares during the Period of Restriction.
8.6 Dividends and Other Distributions. During the Period of Restriction,
Participants holding Shares of Restricted Stock granted hereunder may be
credited or paid regular cash dividends with respect to such Shares or the
Committee may apply any restrictions to the payment of dividends that the
Committee deems appropriate. Without limiting the generality of the preceding
sentence, if the grant or vesting of Restricted Stock granted to a Covered
Employee is designed to comply with the requirements of the Performance-Based
Exception, the Committee may apply any restrictions it deems appropriate to the
payment of dividends declared with respect to such Restricted Stock, such that
the dividends and/or the Restricted Stock maintain eligibility for the
Performance-Based Exception.
8.7 Termination of Employment/Directorship. Each Restricted Stock Award
Agreement shall set forth the extent to which the Participant shall have the
right to receive nonvested Restricted Stock following termination of the
Participant's employment or directorship with the Company. Such provisions shall
be determined in the sole discretion of the Committee, shall be included in the
Award Agreement entered into with each Participant, need not be uniform among
all Shares of Restricted Stock issued pursuant to the Plan, and may reflect
distinctions based on the reasons for termination; provided, however that,
except in the cases of terminations connected with a Change in Control and
terminations by reason of death or Disability, the vesting of Shares of
Restricted Stock which qualify for the Performance Based Exception and which are
held by Covered Employees shall occur at the time they otherwise would have, but
for the termination.
Article 9. Performance Units and Performance Shares
9.1 Grant of Performance Units/Shares. Subject to the terms of the Plan,
Performance Units, and/or Performance Shares may be granted to Participants in
such amounts and upon such terms, and at any time and from time to time, as
shall be determined by the Committee.
9.2 Value of Performance Units/Shares. Each Performance Unit shall have an
initial value that is established by the Committee at the time of grant. Each
Performance Share shall have an initial value equal to the Fair Market Value of
a Share on the date of grant. The Committee shall set performance goals in its
discretion which, depending on the extent to which they are met, will determine
the number and/or value of Performance Units/Shares that will be paid out to the
Participant. For purposes of this Article 9, the time period during which the
performance goals must be met shall be called a "Performance Period."
9.3 Earning of Performance Units/Shares. Subject to the terms of this
Plan, after the applicable Performance Period has ended, the holder of
Performance Units/Shares shall be entitled to receive payout on the number and
value of Performance Units/Shares earned by the Participant over the Performance
Period, to be determined as a function of the extent to which the corresponding
performance goals have been achieved.
9.4 Form and Timing of Payment of Performance Units/Shares. Payment of
earned Performance Units/Shares shall be made in a single lump sum following the
close of the applicable Performance Period. Subject to the terms of this Plan,
the Committee, in its sole discretion, may pay earned Performance Units/Shares
in the form of cash or in Shares (or in a combination thereof) which have an
aggregate Fair Market Value equal to the value of the earned Performance
Units/Shares at the close of the applicable Performance Period. Such Shares may
be granted subject to any restrictions deemed appropriate by the Committee.
At the discretion of the Committee, Participants may be entitled to
receive any dividends declared with respect to Shares which have been earned in
connection with grants of Performance Shares which have been earned, but not yet
distributed to Participants.
9.5 Termination of Employment/Directorship Due to Death, Disability or
Retirement. Unless determined otherwise by the Committee and set forth in the
Participant's Award Agreement, in the event the employment or directorship of a
Participant is terminated by reason of death, Disability, or Retirement during a
Performance Period, the Participant shall receive a payout of the Performance
Units/Shares which is prorated, as specified by the Committee in its discretion.
Payment of earned Performance Units/Shares shall be made at a time specified by
the Committee in its sole discretion and set forth in the Participant's Award
Agreement. Notwithstanding the foregoing, with respect to Covered Employees who
retire during a Performance Period, payments shall be made at the same time as
payments are made to Participants who did not terminate employment during the
applicable Performance Period.
9.6 Termination of Employment/Directorship for Other Reasons. In the event
that a Participant's employment or directorship terminates for any reason other
than those reasons set forth in Section 9.5 herein, all Performance Units/Shares
shall be forfeited by the Participant to the Company unless determined otherwise
by the Committee, as set forth in the Participant's Award Agreement.
9.7 Nontransferability. Except as otherwise provided in a Participant's
Award Agreement, Performance Units/Shares may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution. Further, except as otherwise provided in a
Participant's Award Agreement, a Participant's rights under the Plan with
respect to Performance Units/Shares shall be exercisable during the
Participant's lifetime only by the Participant or the Participant's legal
representative.
Article 10. Performance Measures
Unless and until the Committee proposes for shareholder vote and
shareholders approve a change in the general performance measures set forth in
this Article 10, the attainment of which may determine the degree of payout
and/or vesting with respect to Awards to Covered Employees which are designed to
qualify for the Performance-Based Exception, the performance measure(s) to be
used for purposes of such grants may be measured at the SCANA level, at a
subsidiary level, or at an operating unit level and shall be chosen from among:
(a) Earnings per share;
(b) Return measures (including, but not limited to, return on assets,
equity, or sales);
(c) Cash flow return on investments which equals net cash flow divided by
owners equity;
(d) Earnings before or after taxes;
(e) Gross revenues; and
(f) Share price (including, but not limited to, growth measures and total
shareholder return).
The Committee shall have the discretion to adjust the determinations of
the degree of attainment of the preestablished performance goals; provided,
however, that Awards which are designed to qualify for the Performance-Based
Exception, and which are held by a Covered Employee, may not be adjusted upward
(the Committee shall retain the discretion to adjust such Awards downward).
<PAGE>
In the event that applicable tax and/or securities laws change to permit
the Committee discretion to alter the governing performance measures without
obtaining shareholder approval of such changes, the Committee shall have sole
discretion to make such changes without obtaining shareholder approval. In
addition, in the event that the Committee determines that it is advisable to
grant Awards which shall not qualify for the Performance-Based Exception, the
Committee may make such grants without satisfying the requirements of Code
Section 162(m).
In the case of any Award which is granted subject to the condition that a
specified performance measure be achieved, no payment under such Award shall be
made prior to the time that the Committee certifies in writing that the
performance measure has been satisfied. For this purpose, approved minutes of
the Committee meeting at which the certification is made will be treated as a
written certification. No such certification is required, however, in the case
of an Award that is based solely on an increase in the value of a Share from the
date such Award was made.
Article 11. Beneficiary Designation
Each Participant under the Plan may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or successively) to
whom any benefit under the Plan is to be paid in case of his or her death before
he or she receives any or all of such benefit. Each such designation shall
revoke all prior designations by the same Participant, shall be in a form
prescribed by the Company, and will be effective only when filed by the
Participant in writing with the Company during the Participant's lifetime. In
the absence of any such designation, benefits remaining unpaid at the
Participant's death shall be paid to the Participant's estate.
Article 12. Deferrals
The Committee may permit or require a Participant to defer such
Participant's receipt of the payment of cash or the delivery of Shares that
would otherwise be due to such Participant by virtue of the exercise of an
Option or SAR, the lapse or waiver of restrictions with respect to Restricted
Stock, or the satisfaction of any requirements or goals with respect to
Performance Units/Shares. If any such deferral election is required or
permitted, the Committee shall, in its sole discretion, establish rules and
procedures for such payment deferrals.
Article 13. Rights of Employees/Directors
13.1 Employment. Nothing in the Plan shall interfere with or limit in any
way the right of the Company to terminate any Participant's employment at any
time, nor confer upon any Participant any right to continue in the employ of the
Company.
13.2 Participation. No Eligible Employee or Director shall have the right
to be selected to receive an Award under this Plan, or, having been so selected,
to be selected to receive a future Award.
<PAGE>
Article 14. Change in Control
14.1 Outstanding Awards. Upon the occurrence of a Change in Control,
any and all Options and SARs granted hereunder shall become immediately
exercisable, and shall remain exercisable throughout their entire term; and any
restriction periods and restrictions imposed on Restricted Stock which are not
performance-based shall lapse. The treatment of any other Awards which are
performance based shall be addressed in the Participant's Award Agreement.
14.2 Termination, Amendment, and Modifications of Change-in-Control
Provisions. Notwithstanding any other provision of this Plan (but subject to the
limitations of Section 15.3 hereof) or any Award Agreement provision, the
provisions of this Article 14 and the "change in control" provisions of any
Award Agreement may not be terminated, amended, or modified on or after the date
of a Change in Control to affect adversely any Award theretofore granted under
the Plan without the prior written consent of the Participant with respect to
said Participant's outstanding Awards; provided, however, the Committee may
terminate, amend, or modify this Article 14 at any time and from time to time
prior to the date of a Change in Control.
14.3 Pooling of Interests Accounting. Notwithstanding any other provision
of the Plan to the contrary, in the event that the consummation of a Change in
Control is contingent on using pooling of interests accounting methodology, the
Committee may take any action necessary to preserve the use of pooling of
interests accounting.
Article 15. Amendment, Modification, and Termination
15.1 Amendment, Modification, and Termination. Subject to the terms of the
Plan, the Committee may at any time and from time to time, alter, amend, suspend
or terminate the Plan in whole or in part for any purpose which the Committee
deems appropriate; provided, however, no amendment shall without shareholder
approval (i) increase the total number of Shares that may be issued under the
Plan or the maximum awards thereunder as set forth in Section 4.1 or (ii) modify
the requirements as to eligibility for benefits under the Plan.
15.2 Adjustment of Awards Upon the Occurrence of Certain Unusual or
Nonrecurring Events. The Committee may make adjustments in the terms and
conditions of, and the criteria included in, Awards in recognition of unusual or
nonrecurring events (including, without limitation, the events described in
Section 4.3 hereof) affecting the Company or the financial statements of the
Company or of changes in applicable laws, regulations, or accounting principles,
whenever the Committee determines that such adjustments are appropriate in order
to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan; provided that, unless the
Committee determines otherwise at the time such adjustment is considered, no
such adjustment shall be authorized to the extent that such authority would be
inconsistent with the Plan's meeting the requirements of Section 162(m) of the
Code, as from time to time amended.
15.3 Awards Previously Granted. Notwithstanding any other provision of the
Plan to the contrary (but subject to Section 14.3 hereof), no termination,
amendment, or modification of the Plan shall adversely affect in any material
way any Award previously granted under the Plan, without the written consent of
the Participant holding such Award.
15.4 Compliance with Code Section 162(m). At all times when Code Section
162(m) is applicable, all Awards granted under this Plan to Covered Employees
shall comply with the requirements of Code Section 162(m); provided, however,
that in the event the Committee determines that such compliance is not desired
with respect to any Award or Awards available for grant under the Plan, then
compliance with Code Section 162(m) will not be required. In addition, in the
event that changes are made to Code Section 162(m) to permit greater flexibility
with respect to any Award or Awards available under the Plan, the Committee may,
subject to this Article 15, make any adjustments it deems appropriate.
Article 16. Withholding
16.1 Tax Withholding. The Company shall have the power and the right to
deduct or withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy federal, state, and local taxes, domestic or foreign,
required by law or regulation to be withheld with respect to any taxable event
arising as a result of this Plan.
16.2 Share Withholding. With respect to withholding required upon the
exercise of Options or SARs, upon the lapse of restrictions on Restricted Stock,
or upon any other taxable event arising as a result of Awards granted hereunder,
Participants may elect, subject to the approval of the Committee, to satisfy the
withholding requirement, in whole or in part, by having SCANA withhold Shares
having a Fair Market Value on the date the tax is to be determined equal to the
minimum statutory total tax which could be imposed on the transaction. All such
elections shall be irrevocable, made in writing, and signed by the Participant,
and shall be subject to any restrictions or limitations that the Committee, in
its sole discretion, deems appropriate.
Article 17. Indemnification
Each person who is or shall have been a member of the Committee, or of the
Board, shall be indemnified and held harmless by SCANA against and from any
loss, cost, liability, or expense that may be imposed upon or reasonably
incurred by him or her in connection with or resulting from any claim, action,
suit, or proceeding to which he or she may be a party or in which he or she may
be involved by reason of any action taken or failure to act under the Plan and
against and from any and all amounts paid by him or her in settlement thereof,
with SCANA's approval, or paid by him or her in satisfaction of any judgment in
any such action, suit or proceeding against him or her, provided he or she shall
give SCANA an opportunity, at its own expense, to handle and defend the same
before he or she undertakes to handle and defend it on his or her own behalf.
The foregoing right of indemnification shall not be exclusive of any other
rights of indemnification to which such persons may be entitled under SCANA's
Articles of Incorporation or Bylaws, as a matter of law, or otherwise, or any
power that SCANA may have to indemnify them or hold them harmless.
Article 18. Successors
All obligations of SCANA under the Plan with respect to Awards granted
hereunder shall be binding on any successor to SCANA.
Article 19. Legal Construction
19.1 Gender and Number. Except where otherwise indicated by the context,
any masculine term used herein also shall include the feminine; the plural shall
include the singular and the singular shall include the plural.
19.2 Severability. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.
19.3 Requirements of Law. The granting of Awards and the issuance of
Shares under the Plan shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.
19.4 Securities Law Compliance. With respect to officers and directors of
the Company subject to Section 16 of the Exchange Act, transactions under this
Plan are intended to comply with all applicable conditions of Rule 16b-3 or its
successors under the Exchange Act. To the extent any provision of the Plan or
action by the Committee fails to so comply, it shall be deemed null and void, to
the extent permitted by law and deemed advisable by the Committee.
19.5 Governing Law. To the extent not preempted by federal law, the Plan,
and all agreements hereunder, shall be construed in accordance with and governed
by the laws of the State of South Carolina.
Exhibit 5.01
May 19, 2000
SCANA Corporation
1426 Main Street
Columbia, South Carolina 29201
Dear Sirs:
SCANA Corporation (the "Company") proposes to file with the Securities
and Exchange Commission a Registration Statement on Form S-8 for the
registration under the Securities Act of 1933 of 5,000,000 shares of its common
stock without par value (the "Stock") that may be issued under the Company's
Long-Term Equity Compensation Plan (the "Plan").
I have participated in the preparation of the aforesaid Registration
Statement and am familiar with all other proceedings of the Company in
connection with the Plan and the proposed issuance of the Stock thereunder. I
have also made such further investigation as I have deemed pertinent and
necessary as a basis for this opinion.
Based upon the foregoing, I advise you that, upon (a) the aforesaid
Registration Statement becoming effective; (b) issuance of the Stock in
accordance with the terms of the Plan; (c) the due execution, registration and
countersignature of the certificates for the Stock; and (d) the delivery of the
Stock to the purchasers thereof against receipt of the purchase price therefor;
in my opinion the Stock will have been duly authorized and legally and validly
issued and will be fully paid and nonassessable.
I hereby consent to the use of this opinion in connection with the
aforesaid Registration Statement.
Very truly yours,
s/H. Thomas Arthur
H. Thomas Arthur
Senior Vice President, General Counsel
and Assistant Secretary
Exhibit 23.01
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
SCANA Corporation on Form S-8 of our report dated February 10, 2000, appearing
in the Annual Report on Form 10-K of SCANA Corporation for the year ended
December 31, 1999.
s/DELOITTE & TOUCHE
DELOITTE & TOUCHE LLP
Columbia, South Carolina
May 19, 2000
Exhibit 24.01
POWER OF ATTORNEY
Each of the undersigned directors of SCANA Corporation (the "Company"),
hereby appoint W. B. Timmerman, Kevin B. Marsh and H. Thomas Arthur, and each of
them severally, his or her true and lawful attorney or attorney's, with the
power to act with or without the other, and with full power of substitution and
re-substitution, to execute in his or her name, place and stead in his or her
capacity as director of the Company and to file with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, a registration
statement on Form S-8 and any and all amendments thereto with respect to the
issuance of 5,000,000 shares of the Company's common stock pursuant to the
Company's Long-Term Equity Compensation Plan.
Dated: February 22, 2000
Columbia, South Carolina
s/B. L. Amick s/W. H. Hipp
B. L. Amick W. H. Hipp
Director Director
s/J. A. Bennett s/L. M. Miller
J. A. Bennett L. M. Miller
Director Director
s/W. B. Bookhart, Jr. s/J. B. Rhodes
W. B. Bookhart, Jr. J. B. Rhodes
Director Director
s/W. C. Burkhardt s/ M. K. Sloan
W. C. Burkhardt M. K. Sloan
Director Director
s/H. M. Chapman s/H. C. Stowe
H. M. Chapman H. C. Stowe
Director Director
s/E. T. Freeman s/W. B. Timmerman
E. T. Freeman W. B. Timmerman
Director Director
s/L. M. Gressette, Jr. s/G. S. York
L. M. Gressette, Jr. G. S. York
Director Director
s/D. M. Hagood s/C. E. Zeigler, Jr.
D. M. Hagood C. E. Zeigler, Jr.
Director Director
